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                           NATIONAL VISION ASSOCIATES, LTD.
                        EXECUTIVE DEFERRED COMPENSATION PLAN
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                           NATIONAL VISION ASSOCIATES, LTD.
                        EXECUTIVE DEFERRED COMPENSATION PLAN

                                 Table of Contents
                                                                         Page
ARTICLE I - INTRODUCTION . . . . . . . . . . . . . . . . . . . . . . . . . 1
         1.1. Adoption and Name of Plan. . . . . . . . . . . . . . . . . . 1
         1.2. Purposes of Plan.. . . . . . . . . . . . . . . . . . . . . . 1
         1.3. "Top Hat" Pension Benefit Plan.. . . . . . . . . . . . . . . 1
         1.4. Plan Unfunded. . . . . . . . . . . . . . . . . . . . . . . . 1
         1.5. Effective Date.. . . . . . . . . . . . . . . . . . . . . . . 1
         1.6. Administration.. . . . . . . . . . . . . . . . . . . . . . . 2

ARTICLE II - DEFINITIONS AND CONSTRUCTION. . . . . . . . . . . . . . . . . 3
         2.1. Definitions. . . . . . . . . . . . . . . . . . . . . . . . . 3
         2.2. Number and Gender. . . . . . . . . . . . . . . . . . . . . . 7
         2.3. Headings.. . . . . . . . . . . . . . . . . . . . . . . . . . 7

ARTICLE III - PARTICIPATION AND ELIGIBILITY. . . . . . . . . . . . . . . . 8
         3.1. Participation. . . . . . . . . . . . . . . . . . . . . . . . 8
         3.2. Commencement of Participation. . . . . . . . . . . . . . . . 8
         3.3. Cessation of Active Participation. . . . . . . . . . . . . . 8

ARTICLE IV - DEFERRALS AND COMPANY CONTRIBUTIONS . . . . . . . . . . . . . 9
         4.1. Deferrals by Participants. . . . . . . . . . . . . . . . . . 9
         4.2. Effective Date of Participation Agreement. . . . . . . . . . 9
         4.3. Modification or Revocation of Election by Participant. . . . 9
         4.4. Company Contributions. . . . . . . . . . . . . . . . . . . . 9
         4.5. Hardship Distribution Under 401(k) Plan. . . . . . . . . . .10

ARTICLE V - VESTING, DEFERRAL PERIODS AND EARNINGS ELECTIONS . . . . . . .11
         5.1. Vesting. . . . . . . . . . . . . . . . . . . . . . . . . . .11
         5.2. Election of In-Service Distribution. . . . . . . . . . . . .11
         5.3. Earnings Elections.. . . . . . . . . . . . . . . . . . . . .11

ARTICLE VI - ACCOUNTS. . . . . . . . . . . . . . . . . . . . . . . . . . .12
         6.1. Establishment of Bookkeeping Accounts. . . . . . . . . . . .12
         6.2. Subaccounts. . . . . . . . . . . . . . . . . . . . . . . . .12
         6.3. Hypothetical Nature of Accounts. . . . . . . . . . . . . . .12

ARTICLE VII - PAYMENT OF ACCOUNT . . . . . . . . . . . . . . . . . . . . .13
         7.1. Distribution After Deferral Period or Termination 
              of Employment. . . . . . . . . . . . . . . . . . . . . . . .13
         7.2. Time of Distribution and Valuation.. . . . . . . . . . . . .13
         7.3. Form of Payment or Payments. . . . . . . . . . . . . . . . .13
         7.4. Accelerated Distribution.. . . . . . . . . . . . . . . . . .14
         7.5. Designation of Beneficiaries.. . . . . . . . . . . . . . . .14

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         7.6. Amendments.. . . . . . . . . . . . . . . . . . . . . . . . .14
         7.7. Change in Marital Status.. . . . . . . . . . . . . . . . . .15
         7.8. No Beneficiary Designation.. . . . . . . . . . . . . . . . .15
         7.9. Unclaimed Benefits.. . . . . . . . . . . . . . . . . . . . .15
         7.10. Hardship Withdrawals. . . . . . . . . . . . . . . . . . . .16
         7.11. Withholding.. . . . . . . . . . . . . . . . . . . . . . . .16

ARTICLE VIII - ADMINISTRATION. . . . . . . . . . . . . . . . . . . . . . .17
         8.1. Committee. . . . . . . . . . . . . . . . . . . . . . . . . .17
         8.2. General Powers of Administration.. . . . . . . . . . . . . .17
         8.3. Indemnification of Committee.. . . . . . . . . . . . . . . .17
         8.4. Administrative Charges.. . . . . . . . . . . . . . . . . . .17

ARTICLE IX - CLAIMS PROCEDURE. . . . . . . . . . . . . . . . . . . . . . .18
         9.1. Claims.. . . . . . . . . . . . . . . . . . . . . . . . . . .18
         9.2. Claim Decision.. . . . . . . . . . . . . . . . . . . . . . .18
         9.3. Request for Review.. . . . . . . . . . . . . . . . . . . . .18
         9.4. Review of Decision.. . . . . . . . . . . . . . . . . . . . .19
         9.5. Discretionary Authority. . . . . . . . . . . . . . . . . . .19

ARTICLE X - MISCELLANEOUS. . . . . . . . . . . . . . . . . . . . . . . . .20
         10.1. Plan Not a Contract of Employment.. . . . . . . . . . . . .20
         10.2. Non-Assignability of Benefits.. . . . . . . . . . . . . . .20
         10.3. Amendment and Termination.. . . . . . . . . . . . . . . . .20
         10.4. Unsecured General Creditor Status Of Employee.. . . . . . .20
         10.5. Severability. . . . . . . . . . . . . . . . . . . . . . . .21
         10.6. Governing Laws. . . . . . . . . . . . . . . . . . . . . . .21
         10.7. Binding Effect. . . . . . . . . . . . . . . . . . . . . . .21
         10.8. Entire Agreement. . . . . . . . . . . . . . . . . . . . . .21
         10.9. No Guarantee of Tax Consequences. . . . . . . . . . . . . .21
         10.10. Adoption by Affiliates.. . . . . . . . . . . . . . . . . .21









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                         NATIONAL VISION ASSOCIATES, LTD.
                      EXECUTIVE DEFERRED COMPENSATION PLAN


                                   ARTICLE I
                                 INTRODUCTION

1.     Introduction

       1.1.    Adoption and Name of Plan.

               The Company adopts the National Vision Associates, Ltd., 
Executive Deferred Compensation Plan.

       1.2.    Purposes of Plan.

               The purposes of the Plan are to provide deferred compensation 
for a select group of management or highly compensated Employees of the 
Company and to provide them the opportunity to maximize their elective 
contributions to the 401(k) Plan notwithstanding certain restrictions and 
limitations in the Code.

       1.3.    "Top Hat" Pension Benefit Plan.

               The Plan is an "employee pension benefit plan" within the 
meaning of ERISA Section 3(2).  The Plan is maintained, however, for a select 
group of management or highly compensated employees and, therefore, is exempt 
from Parts 2, 3 and 4 of Title 1 of ERISA.  The Plan is not intended to 
qualify under Code Section 401(a).

       1.4.    Plan Unfunded.

               The Plan is unfunded.  All benefits will be paid from the 
general assets of the Company, which will continue to be subject to the 
claims of the Company's creditors.  No amounts will be set aside for the 
benefit of Plan Participants or their Beneficiaries.  Notwithstanding the 
preceding provisions of this Section 1.4, the Company may at any time 
transfer assets to a trust for purposes of paying all or any part of its 
obligations under this Plan.  However, to the extent provided in the trust, 
such transferred amounts shall remain subject to the claims of general 
creditors of the Company but only in accordance with the terms of such 
trust.  To the extent that assets are held in the trust when a 
Participant's benefits under the Plan become payable, the Committee shall 
direct the trustee to make trust assets available to pay such benefits to
the Participant.  Any payments made to a Participant or Beneficiary from 
such trust shall relieve the Company from any further obligations under 
the Plan but only to the extent of such payment.

       1.5.    Effective Date.

               The Plan is effective as of the Effective Date.

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       1.6.    Administration.

               The Plan shall be administered by the Committee.







































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                                   ARTICLE II
                           DEFINITIONS AND CONSTRUCTION

2.     Definitions and Construction.

       2.1.    Definitions.

               For purposes of the Plan, the following words and phrases 
shall have the respective meanings set forth below, unless their context 
clearly requires a different meaning:

               (a)    Account.

                      "Account" means the bookkeeping account maintained by 
       the Committee on behalf of each Participant pursuant to Article VI.

               (b)    Base Salary.

                      "Base Salary" means the base rate of cash compensation 
       paid by the Company to or for the benefit of a Participant for services
       rendered or labor performed.

               (c)    Base Salary Deferral.

                      "Base Salary Deferral" means the amount of a 
       Participant's Base Salary which the Participant elects to have 
       withheld on a pre-tax basis and credited to his Account pursuant to 
       Section 4.1.

               (d)    Beneficiary.

                      "Beneficiary" means the person or persons designated 
       by the Participant in accordance with Section 7.5.

               (e)    Board.

                      "Board" means the board of Directors of the Company.


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               (f)    Bonus Compensation.

                      "Bonus Compensation" means the amount awarded to a 
       Participant for a Plan Year under the Management Incentive Plan and/or 
       any other bonus arrangement maintained by the Company.

               (g)    Bonus Deferral.

                      "Bonus Deferral" means the amount of a Participant's 
       Bonus Compensation which the Participant elects to have withheld on a 
       pre-tax basis and credited to his account pursuant to Section 4.1.

               (h)    Code.

                      "Code" means the Internal Revenue Code of 1986, as 
       amended.

               (i)    Code Limitation.

                      "Code Limitation" means a limitation imposed by Code 
       Section 401(a)(17), Code Section 402(g)(1), and/or Code Section 
       401(m)(2)(A).

               (j)    Committee.

                      "Committee" means the administrative committee 
       appointed to administer the Plan in accordance with Article VIII.

               (k)    Company.

                      "Company" means National Vision Associates, Ltd., 
       a Georgia corporation, and any successor to it.

               (l)    Company Contribution.

                      "Company Contribution" means the amount of Company 
       contributions, as determined by the Committee on an annual basis, that
       would have been contributed for and/or allocated to the Participant 
       under the 401(k) Plan but was not so contributed and/or allocated 
       because of a Code Limitation and/or because a portion of the 
       Participant's compensation was Excluded Compensation.

               (m)    Deferral.

                      "Deferral" means a Base Salary Deferral and/or 
       Bonus Deferral.

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               (n)    Deferral Period.

                      "Deferral Period" means the period of time for which 
       a Participant elects to defer receipt of the Deferrals credited to 
       such Participant's Account as specified in Section 5.2.  Deferral 
       Periods shall be measured on the basis of Plan Years, beginning with 
       the Plan Year that commences immediately following the Plan Year for 
       which the applicable Deferrals are credited to the Participant's 
       Account.

               (o)    Director.

                      "Director" means a director of the Company.

               (p)    Early Retirement Date.

                      "Early Retirement Date" means the date a Participant 
       voluntarily terminates his employment with the Company on or after he 
       has attained at least fifty-five (55) years of age, but not sixty-five 
       (65) years of age, and has completed at lest fifteen (15) years of 
       service (as defined in the 401(k) Plan for vesting purposes).  

               (q)    Effective Date.

                      "Effective Date" means October 1, 1997.

               (r)    Employee.

                      "Employee" means any common-law employee of the 
       Company.

               (s)    ERISA.

                      "ERISA" means the Employee Retirement Income 
       Security Act of 1974, as amended.

               (t)    Excluded Compensation.

                      "Excluded Compensation" means Deferrals which are 
       not considered compensation under the 401(k) Plan but which would have 
       been considered compensation under the 401(k) Plan if this Plan did 
       not exist.

               (u)    401(k) Plan.

                      "401(k) Plan" means the National Vision Associates, 
       Ltd. Retirement Savings Plan, as amended from time to time.

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               (v)    Level III and Level IV Participants

                      "Level III and Level IV Participants" mean those 
       Employees participating at level III and level IV in the Management 
       Incentive Plan, respectively.

               (w)    Management Incentive Plan.

                      "Management Incentive Plan" means the Company's 
       management incentive plan, as amended from time to time.

               (x)    Participant.

                      "Participant" means each Employee who has been 
       selected for participation in the Plan and who has become a 
       Participant pursuant to Article III.

               (y)    Participation Agreement.

                      "Participation Agreement" means the written agreement 
       pursuant to which the Participant elects the amount of his Base Salary
       and/or Bonus Compensation to be deferred pursuant to the Plan, the 
       amount of Deferrals which are distributed pursuant to Section 7.1(a) 
       to be contributed to the 401(k) Plan, the Deferral Period, the deemed 
       investment of amounts credited to his Account, and such other matters 
       as the Committee shall determine from time to time.

               (z)    Plan.

                      "Plan" means the National Vision Associates, Ltd. 
       Executive Deferred Compensation Plan, as amended from time to time.

               (aa)   Plan Year.

                      "Plan Year" means the twelve-consecutive month 
       period commencing January 1 of each year ending on December 31. 
       Notwithstanding the foregoing, the first Plan Year shall begin on the 
       Effective Date and end on December 31, 1997.

               (bb)   Retirement Date.

                      "Retirement Date" means the date

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                      (i)    a Participant's employment with Company 
               terminates for a reason other than death

                             (A)    on or after he has attained at least 
                      sixty-five (65) years of age, or

                             (B)    with the Committee's consent; or

                      (ii)   the Participant qualifies for disability 
               under the Company's group long-term disability plan.

               (cc)   Valuation Date.

                      "Valuation Date" means the last business day of each 
       calendar month, the date each Deferral would have been paid but for 
       the election to defer, and each special valuation date designated by 
       the Committee.
         
       2.2.    Number and Gender.

               Wherever appropriate herein, words used in the singular shall 
be considered to include the plural and words used in the plural shall be 
considered to include the singular.  The masculine gender, where appearing 
in the Plan, shall be deemed to include the feminine gender.

       2.3.    Headings.

               The headings of Articles and Sections herein are included 
solely for convenience, and if there is any conflict between such headings 
and the rest of the Plan, the text shall control.

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                                   ARTICLE III
                          PARTICIPATION AND ELIGIBILITY

3.     Participation and Eligibility.

       3.1.    Participation.

               Participants in the Plan are those Employees who are (a) 
subject to the income tax laws of the United States, (b) members of a select 
group of highly compensated or management Employees of the Company, (c) Level 
III or Level IV Participants, and (d) selected by the Committee, in its sole 
discretion, as Participants.  The Committee shall notify each Participant of 
his selection as a Participant.  Subject to the provisions of Section 3.3 
a Participant shall remain eligible to continue participation in the Plan for
each Plan Year following his initial year of participation in the Plan.  The 
Committee may also impose other conditions for eligibility, including, 
without limitation, the Employee taking and passing a medical examination.

       3.2.    Commencement of Participation.

               Except as provided in the following sentence, an Employee 
shall become a Participant effective as of the first day of the Plan Year 
following the date on which his Participation Agreement becomes effective.  
A newly eligible Employee (because of hire or promotion) who completes a 
Participation Agreement within thirty (30) days of the date on which his 
employment commences (or his promotion becomes effective) shall become a 
Participant as of the date on which his Participation Agreement is 
effective under Section 4.2.

       3.3.    Cessation of Active Participation.

               Notwithstanding any provision herein to the contrary, an 
individual who has become a Participant in the Plan shall cease to be a 
Participant hereunder effective as of any date designated by the Committee.  
In the event of such cessation, the last sentence of Section 4.1 shall 
apply as if such cessation had been a termination of employment.  Any 
such Committee action shall be communicated to such Participant prior to 
the effective date of such action.







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                                   ARTICLE IV
                       DEFERRALS AND COMPANY CONTRIBUTIONS

4.     Deferrals & Company Plan Contributions.

       4.1.    Deferrals by Participants.

               Before the first day of each Plan Year, a Participant may 
file with the Committee a Participation Agreement pursuant to which such 
Participant elects to make Deferrals.  Participants may defer up to fifteen 
percent (15%) of their Base Salary and up to fifty percent (50%) of their 
Bonus Compensation.  The Committee may increase the foregoing limitations 
with respect to one or more Participants for any Plan Year.  All Deferrals 
so elected must be in whole percentages.  Any such Participant election 
shall be subject to rules prescribed by the Committee.  Base Salary 
Deferrals will be credited to the Account of each Participant on the 
date the Base Salary would have been paid.  Bonus Deferrals will be 
credited to the Account of each Participant on the date the Bonus 
Compensation would have been paid provided he is an Employee at such time.  
A Participant whose employment terminates prior to the date the Bonus 
Compensation, if any, to which he is entitled would have been paid to him 
will be paid such Bonus Compensation in cash.  

       4.2.    Effective Date of Participation Agreement.

               A Participant's Participation Agreement shall become 
effective on the first day of the Plan Year to which it relates.  The 
Participation Agreement of Employees who are first eligible during a Plan 
Year shall become effective as of the first day of the month following 
completion of a Participation Agreement provided the Participation 
Agreement is completed within thirty (30) days of the date the Employee 
first becomes eligible.  Participation Agreements shall relate only to 
compensation earned after such agreement is completed, executed and filed 
with the Committee.  If a Participant fails to complete and file with the
Committee a Participation Agreement before the first day of the Plan Year 
in which Participant shall earn the compensation to which the Participation 
Agreement relates, the Participant shall be deemed to have elected not to 
make Base Salary Deferrals, and/or Bonus Deferrals for such Plan Year.

       4.3.    Modification or Revocation of Election by Participant.

               A Participant may not change the amount of his Base Salary 
or Bonus Deferrals during a Plan Year.  

       4.4.    Company Contributions.

               For each Plan Year, the Account of each Participant shall 
be credited with the Company Contributions, if any, determined pursuant 
to Section 2.1(l).

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       4.5.    Hardship Distribution Under 401(k) Plan.

               A Participant who receives a hardship distribution under 
the 401(k) Plan shall not be eligible to make Deferrals for a one (1) year 
period after receipt of the hardship distribution.













































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                                   ARTICLE V
                VESTING, DEFERRAL PERIODS AND EARNINGS ELECTIONS

5.     Vesting, Deferral Periods and Earnings Elections.

       5.1.    Vesting.

               A Participant shall be one hundred percent (100%) vested at 
all times in the amount of his Account which is attributable to his 
Deferrals.  Company Contributions shall vest in accordance with the 401(k) 
Plan.  All provisions of the Plan relating to the distribution of a 
Participant's Account shall mean only the vested portion of such Account.  
Since the Plan is unfunded, the portion of a Participant's Account which 
is not vested and therefore not distributed with the vested portion of his 
Account shall remain property of the Company and not be allocated to 
Accounts of other Participants or otherwise inure to their benefit.

       5.2.    Election of In-Service Distribution.

               If a Participant desires an in-service distribution of all 
or a percentage of his Deferrals for a Plan Year and earnings or losses 
thereon, he must so elect on his Participation Agreement.  In the case of 
any such election, the Deferral Period must be for at least five (5) years.  
If the Participant elects an in-service distribution and is entitled to 
such a distribution pursuant to such election prior to the events listed 
in Section 7.1(b), distribution pursuant to such election shall not include 
Company Contributions and earnings on Company Contributions and must be in 
a lump sum.  

       5.3.    Earnings Elections.

               Amounts credited to a Participant's Account shall be credited 
or charged with earnings and losses, as the case may be, based on 
hypothetical investments elected by the Participant.  A Participant may
elect different investment allocations for new contributions and existing 
Account balances.  Only whole percentages may be elected, the minimum 
percentage for any allocation is ten percent (10%), and the total elections 
must allocate one hundred percent (100%) of all new contributions and one 
hundred percent (100%) of all existing Account balances.  Investment 
elections may be changed once per calendar quarter, effective as of the 
first day of such quarter, by written direction given to the Committee at 
least seven (7) days before the start of such quarter.  The hypothetical 
investment alternatives and the procedures relating to the election of 
such investments, other than those set forth in this Section 5.3, shall be 
determined by the Committee from time to time.  A Participant's Account 
shall be adjusted as of each Valuation Date to reflect investment gains 
and losses.


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                                   ARTICLE VI
                                    ACCOUNTS

6.     Accounts.

       6.1.    Establishment of Bookkeeping Accounts.

               A separate bookkeeping Account shall be maintained for each 
Participant.  Such account shall be credited with Deferrals and Company 
Contributions, credited (or charged, as the case may be) with the 
hypothetical investment results determined pursuant to Section 5.3, charged 
with any expenses described in Section 8.4, and charged with distributions 
made to or with respect to a Participant.

       6.2.    Subaccounts.

               Within each Participant's bookkeeping Account, separate 
subaccounts shall be maintained to the extent necessary for the 
administration of the Plan.

       6.3.    Hypothetical Nature of Accounts.

               The Account established under this Article VI shall be 
hypothetical in nature and shall be maintained for bookkeeping purposes only, 
so that Deferrals and Company Contributions can be credited to the 
Participant and so that earnings and losses on such amounts so credited can 
be credited or charged, as the case may be.  Except as provided in 
Section 1.4, neither the Plan nor any of the Accounts (or subaccounts)
shall hold any actual funds or assets.  The right of any person to receive 
one or more payments under the Plan shall be an unsecured claim against 
the general assets of the Company.  Any liability of the Company to
any Participant, former Participant, or Beneficiary with respect to a right 
to payment shall be based solely upon contractual obligations created by 
the Plan.  Neither the Company, the Board, nor any other person shall
be deemed to be a trustee of any amounts to be paid under the Plan.  Nothing 
contained in the Plan, and no action taken pursuant to its provisions, 
shall create or be construed to create a trust of any kind, or a
fiduciary relationship, between the Company and a Participant, former 
Participant, Beneficiary, or any other person.





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                                   ARTICLE VII
                                PAYMENT OF ACCOUNT

7.     Payment of Account.

       7.1.    Distribution After Deferral Period or Termination of Employment.

               Distribution of that portion of a Participant's Account for 
which an in-service distribution has been elected pursuant to Section 5.2 
shall be made at the time specified in such election unless the Participant's 
employment terminates prior to such time, in which event the remaining 
provisions of this Section 7.1 shall apply.  Except as provided below, a 
Participant's entire Account shall be distributed to him (or his Beneficiary 
in the event of his death) following the earliest to occur of the following:

               (a)    the Participant's death;

               (b)    the Participant's Retirement Date; 

               (c)    the Participant's Early Retirement Date; or

               (d)    the Participant's other termination of employment.

Notwithstanding the foregoing, if a Participant's Retirement Date is as 
defined in Section 2.1(bb)(ii), if requested by the Participant and 
permitted by the Committee, distribution may be deferred up to the earlier
of the date specified in Section 2.1(bb)(i)(A) or the Participant's death.

       7.2.    Time of Distribution and Valuation.

               Upon a distributable event described in Section 7.1, the 
balance of a Participant's Account shall be determined as of the Valuation 
Date immediately following such event.  Distribution will be made or begin 
to be made as soon as practical after the later of such valuation or sixty 
(60) days following the event.

       7.3.    Form of Payment or Payments.

               If the value of the Participant's Account as of the 
Valuation Date described in Section 7.2 is at least Five Thousand Dollars 
($5,000.00), benefits payable after the Participant's Retirement Date or
Early Retirement Date shall (subject to the second sentence in (b) below) 
be paid in the form elected by the Participant.  The form elected shall 
apply to the entire Account.  The election may be amended, provided that
the amended election does not increase the duration of payments in the 
previous election and the election is made no later than December 31 of 
the calendar year prior to his Retirement Date.  The forms of distributions
are:

               (a)    A lump sum amount; or 
                 

                                       13<PAGE>
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               (b)    Substantially equal monthly installments over a period 
       of sixty (60), one hundred twenty (120), or one hundred eighty (180)
       months or substantially equal annual installments over a period of 
       five (5), ten (10), or fifteen (15) years.  Notwithstanding the 
       foregoing, if a Participant's employment termination date is his
       Early Retirement Date, the installment periods shall be sixty (60), 
       in the case of monthly installments, and five (5), in the case of 
       annual installments.  Earnings on the unpaid balance shall continue 
       to be credited to subaccounts at the appropriate earning rate, in 
       accordance with the Participant's investment election.

In all cases other than those described in the first sentence of this 
Section 7.3, the form of benefit shall be a lump sum.  If a former 
Participant is receiving an installment form of distribution and dies prior 
to the distribution of his entire Account, distributions will be continued 
to his Beneficiary.

       7.4.    Accelerated Distribution.

               Notwithstanding any other provision of the Plan, a Participant 
shall be entitled to receive, upon written request to the Committee, a lump 
sum distribution of his Account balance, valued as of the end of the month, 
immediately prior to the month in which such request is made subject to 
penalty of ten percent (10%) of such balance which shall be forfeited.  A 
Participant who receives a distribution under this Section 7.4 shall not be 
eligible to make Deferrals until the first day of the second Plan Year which 
begins after such distribution.  The amount payable under this section shall 
be paid in a lump sum as soon as practical following the receipt of the 
Participant's written request by the Committee and the valuation of his 
Account.

       7.5.    Designation of Beneficiaries.

               Each Participant shall have the right, at any time, to 
designate one (1) or more persons or an entity as Beneficiary (both primary 
as well as secondary) to whom benefits under this Plan shall be paid
in the event of a Participant's death prior to complete distribution of the 
Participant's Account.  Each Beneficiary designation shall be in a written 
form prescribed by the Committee and will be effective only when filed with 
the Committee during the Participant's lifetime.  Designation by a married 
Participant of a Beneficiary other than the Participant's spouse shall not 
be effective unless the spouse executes a written consent that acknowledges 
the effect of the designation and is witnessed by a notary public, or the 
consent cannot be obtained because the spouse cannot be located.

       7.6.    Amendments.

               Except as provided below, any nonspousal designation of a 
Beneficiary may be changed by a Participant without the consent of such 
Beneficiary by the filing of a new designation with the Committee.  The 
filing of a new designation shall cancel all designations previously filed.


                                       14<PAGE>
<PAGE>

       7.7.    Change in Marital Status.

               If the Participant's marital status changes after the 
Participant has designated a Beneficiary, the following shall apply:

               (a)    If the Participant is married at death but was 
       unmarried when the designation was made, the designation shall be 
       void unless the individual who is the Participant's spouse on his 
       date of death has consented to it in the manner prescribed above.

               (b)   If the Participant is unmarried at death but was 
       married when the designation was made:

                     (i)    The designation shall be void if the spouse 
               was named as Beneficiary.

                     (ii)   The designation shall remain valid if a 
               nonspouse Beneficiary was named.

               (c)   If the Participant was married when the designation 
       was made and is married to a different spouse at death, the 
       designation shall be void unless the unless the individual who is 
       the Participant's spouse on his date of death has consented to it 
       in the manner prescribed above.

       7.8.    No Beneficiary Designation.

               If any Participant fails to designate a Beneficiary in the 
manner provided above, or if all the Beneficiaries designated by a deceased 
Participant die before the Participant dies or before the complete 
distribution of the Participant's benefits, the Participant's interest in 
the Plan shall be distributed to the Participant's estate.

       7.9.    Unclaimed Benefits.

               In the case of a benefit payable on behalf of such 
Participant, if the Committee is unable to locate the Participant or 
Beneficiary to whom such benefit is payable, such benefit may be forfeited 
to the Company, upon the Committee's determination.  Notwithstanding the 
foregoing, if subsequent to any such forfeiture the Participant or 
Beneficiary to whom such benefit is payable makes a valid claim for such
benefit, such forfeited benefit shall be paid by the Company or restored 
to the Plan by the Company.

       7.10.   Hardship Withdrawals.

               A Participant may apply in writing to the Committee for, and 
the Committee may permit, a hardship withdrawal of all (valued as of the 
last day of the month prior to the month in which the application is made) 


                                       15<PAGE>
<PAGE>

or any part of a Participant's Account if the Committee, in its sole 
discretion, determines that the Participant has incurred a severe financial 
hardship resulting from a sudden and unexpected illness or accident of the 
Participant or of a dependent (as defined in section 152(a) of the Code) 
of the Participant, loss of the Participant's property due to casualty, or 
other similar extraordinary and unforeseeable circumstances arising as a 
result of events beyond the control of the Participant, as determined by 
the Committee, in its sole and absolute discretion.  The amount that may 
be withdrawn shall be limited to the amount reasonably necessary to 
relieve the hardship or financial emergency upon which the request is 
based, plus the federal and state taxes due on the withdrawal, as 
determined by the Committee.  The Committee may require a Participant 
who requests a hardship withdrawal to submit such evidence as the
Committee, in its sole discretion, deems necessary or appropriate to 
substantiate the circumstances upon which the request is based.  A 
Participant who receives a distribution under this Section 7.10 shall 
not be eligible to make Deferrals until the first day of the second 
Plan Year which begins after such distribution and then only if he 
satisfies the eligibility requirements in Section 3.1.

       7.11.   Withholding.

               All Deferrals and distributions shall be subject to 
legally required income and employment tax withholding.






                                       16<PAGE>
<PAGE>

                                   ARTICLE VIII
                                  ADMINISTRATION

8.     Administration.

       8.1.    Committee.

               The Plan shall be administered by a Committee which shall be 
appointed by and serve at the pleasure of the Board or a committee of the 
Board.  The Committee shall be responsible for the general operation and 
administration of the Plan and for carrying out the provisions thereof.  
The Committee may delegate to others certain aspects of the management 
and operational responsibilities of the Plan including the employment of 
advisors and the delegation of ministerial duties to qualified individuals, 
provided that such delegation is in writing.  No member of the Committee 
who is a Participant shall participate in any matter relating to his status 
as a Participant or his rights or entitlement to benefits as a Participant.

       8.2.    General Powers of Administration.

               The Committee shall have all powers necessary or appropriate 
to enable it to carry out its administrative duties.  Not in limitation, 
but in application of the foregoing, the Committee shall have discretionary 
authority to construe and interpret the Plan and determine all questions 
that may arise hereunder as to the status and rights of Employees, 
Participants, and Beneficiaries.  The Committee may exercise the powers 
hereby granted in its sole and absolute discretion.  The Committee may 
promulgate such regulations as it deems appropriate for the operation and 
administration of the Plan.  No member of the Committee shall be personally 
liable for any actions taken by the Committee unless the member's action
involves willful misconduct.

       8.3.    Indemnification of Committee.

               The Company shall indemnify the members of the Committee 
against any and all claims, losses, damages, expenses, including attorney's 
fees, incurred by them, and any liability, including any amounts paid
in settlement with their approval, arising from their action or failure to 
act, except when the same is judicially determined to be attributable to 
their gross negligence or willful misconduct.

       8.4.    Administrative Charges.

               To the extent not paid by the Company, expenses incurred in 
the administration and operation of the Plan shall be charged to the Accounts 
of Participants and their Beneficiaries in proportion to the value of such 
Accounts.


                                       17<PAGE>
<PAGE>

                                   ARTICLE IX
                                CLAIMS PROCEDURE

9.     Claims Procedure.

       9.1.    Claims.

               A person who believes that he is being denied a benefit to 
which he is entitled under the Plan (the "Claimant") may file a written 
request for such benefit with the Committee, setting forth his claim.  The 
request must be addressed to the Committee at the Company at its then 
principal place of business.

       9.2.    Claim Decision.

               Upon receipt of a claim, the Committee shall advise the 
Claimant that a reply will be forthcoming within ninety (90) days and 
shall, in fact, deliver such reply within such period.  The Committee
may, however, extend the reply period for an additional ninety (90) days 
for reasonable cause. 

               If the claim is denied in whole or in part, the Committee 
shall adopt a written opinion, using language calculated to be understood 
by the Claimant, setting forth:

               (a)    The specific reason or reasons for such denial;

               (b)    The specific reference to pertinent provisions of 
       the Plan on which such denial is based;

               (c)    A description of any additional material or 
       information necessary for the Claimant to perfect his claim and an 
       explanation why such material or such information is necessary;

               (d)    Appropriate information as to the steps to be taken 
       if the Claimant wishes to submit the claim for review; and

               (e)    The time limits for requesting a review under Section 
       9.3 and for review under Section 9.4 hereof.

       9.3.    Request for Review.

               Within sixty (60) days after the receipt by the Claimant of 
the written opinion described above, the Claimant may request in writing 
that the Secretary of the Company (the "Secretary") review the determination 
of the Committee.  Such request must be addressed to the Secretary of the 
Company, at its then principal place of business.  The Claimant or his 
duly authorized representative may, but need not, review the pertinent 
documents and submit issues and comments in writing for consideration by 
the Secretary.  If the Claimant does not request a review of the Committee's 


                                       18<PAGE>
<PAGE>

determination by the Secretary of the Company within such sixty (60) day 
period, he shall be barred and estopped from challenging the Committee's 
determination.

       9.4.    Review of Decision.

               Within sixty (60) days after the Secretary's receipt of a 
request for review, he will review the Committee's determination.  After 
considering all materials presented by the Claimant, the Secretary will
render a written opinion, written in a manner calculated to be understood 
by the Claimant, setting forth the specific reasons for the decision and 
containing specific references to the pertinent provisions of the Plan
on which the decision is based.  If special circumstances require that the 
sixty (60) day time period be extended, the Secretary will so notify the 
Claimant and will render the decision as soon as possible, but no later 
than one hundred twenty (120) days after receipt of the request for review.

       9.5.    Discretionary Authority.

               The Committee and Secretary shall both have discretionary 
authority to determine a Claimant's entitlement to benefits upon his claim 
or his request for review of a denied claim, respectively.

















                                       19<PAGE>
<PAGE>
                                   ARTICLE X
                                 MISCELLANEOUS

10.    Miscellaneous.

       10.1.   Plan Not a Contract of Employment.

               The adoption and maintenance of the Plan shall not be or be 
deemed to be a contract between the Company and any person or to be 
consideration for the employment of any person.  Nothing herein contained
shall give or be deemed to give any person the right to be retained in the 
employ of the Company or to restrict the right of the Company to discharge 
any person at any time; nor shall the Plan give or be deemed to give the 
Company the right to require any person to remain in the employ of the 
Company or to restrict any person's right to terminate his employment at 
any time. 

       10.2.   Non-Assignability of Benefits.

               No Participant, Beneficiary or distributee of benefits under 
the Plan shall have any power or right to transfer, assign, anticipate, 
hypothecate or otherwise encumber any part or all of the amounts payable 
hereunder, which are expressly declared to be unassignable and 
non-transferable.  Any such attempted assignment or transfer shall be void.  
No amount payable hereunder shall, prior to actual payment thereof, be
subject to seizure by any creditor of any such Participant, Beneficiary or 
other distributee for the payment of any debt, judgment, or other obligation, 
by a proceeding at law or in equity, nor transferable by operation of law 
in the event of the bankruptcy, insolvency or death of such Participant, 
Beneficiary or other distributee hereunder.

       10.3.   Amendment and Termination.

               The Board may from time to time, in its discretion, amend, 
in whole or in part, any or all of the provisions of the Plan; provided, 
however, that no amendment may be made which would impair the rights of a 
Participant with respect to amounts already allocated to his Account.  The 
Board may terminate the Plan at any time.  In the event that the Plan is 
terminated, the balance in a Participant's Account shall be paid to such 
Participant or his Beneficiary in a lump sum or in equal monthly 
installments as the Committee determines.

       10.4.   Unsecured General Creditor Status Of Employee.

               The payments to Participant, his Beneficiary or any other 
distributee hereunder shall be made from assets which shall continue, for 
all purposes, to be a part of the general, unrestricted assets of the 
Company; no person shall have nor acquire any interest in any such assets 
by virtue of the provisions of this Agreement.  The Company's obligation 
hereunder shall be an unfunded and unsecured promise to pay money in the 
future.  To the extent that the Participant, a Beneficiary, or other 
distributee acquires a right to receive payments from the Company under 
the provisions hereof, such right shall be no greater than the right
of any unsecured general creditor of the Company; no such person shall 
have nor require any legal or equitable right, interest or claim in or 
to any property or assets of the Company.  In the event that, in its
discretion, the Company purchases an insurance policy or policies insuring 

                                       20<PAGE>
<PAGE>

the life of the Participant (or any other property) to allow the Company 
to recover the cost of providing the benefits, in whole, or in part,
hereunder, neither the Participant, his Beneficiary or other distributee 
shall have nor acquire any rights whatsoever therein or in the proceeds 
therefrom.  The Company shall be the sole owner and beneficiary of any
such policy or policies and, as such, shall possess and may exercise 
all incidents of ownership therein.  No such policy, policies or other 
property shall be held in any trust for a Participant, Beneficiary or other
distributee or held as collateral security for any obligation of the Company 
hereunder.

       10.5.   Severability.

               If any provision of this Plan shall be held illegal or 
invalid for any reason, said illegality or invalidity shall not affect the 
remaining provisions hereof; instead, each provision shall be fully 
severable and the Plan shall be construed and enforced as if said illegal 
or invalid provision had never been included herein.

       10.6.   Governing Laws.

               All provisions of the Plan shall be construed in accordance 
with the laws of Georgia except to the extent preempted by federal law.

       10.7.   Binding Effect.

               This Plan shall be binding on each Participant and his heirs 
and legal representatives and on the Company and its successors and assigns.

       10.8.   Entire Agreement.

               This document and any amendments contain all the terms and 
provisions of the Plan and shall constitute the entire Plan, any other 
alleged terms or provisions being of no effect.

       10.9.   No Guarantee of Tax Consequences.

               While the Company has established, and will maintain and 
administer, the Plan, the Company makes no representation, warranty, 
commitment, or guaranty concerning the income, employment, or other tax
consequences of participation in the Plan under federal, state, or local 
law.

       10.10.  Adoption by Affiliates.

               If approved by the Board, any entity which must be aggregated 
with the Company under Code Sections 414(b), 414(c), or 414(m) may adopt the 
Plan.  In such case, the term "Company" shall include any such entity except 
that the term "Board" shall mean only the Board of National Vision 
Associates, Ltd.  Each entity which adopts the Plan shall be the primary 
obligor with respect to the Plan benefits that are owed to a Participant 

                                       21<PAGE>
<PAGE>

who is employed by the adopting entity.  If a trust is established in 
connection with the Plan, each adopting entity shall make contributions to 
the trust on behalf of the Participants who are employed by such adopting 
entity.

               IN WITNESS WHEREOF, the Company has caused this Plan to be 
executed on the 1st day of December, 1997.


                                   NATIONAL VISION ASSOCIATES, LTD.



                                   By:    /s/ Robert W. Stein
                                   Title: Vice President, Human Resources
























                                       22
<PAGE>
<PAGE>

                              FIRST AMENDMENT
                                   TO THE
                       NATIONAL VISION ASSOCIATES, LTD.
                    EXECUTIVE DEFERRED COMPENSATION PLAN



           Pursuant to Section 10.3 of the National Vision Associates, Ltd. 
Executive Deferred Compensation Plan ("Plan"), Section 2.1(p) of the Plan is 
amended, effective October 1, 1997 by adding the following additional 
sentence to such section:  

           "Notwithstanding the foregoing, the Participants named on the
           attached Exhibit A shall not be required to satisfy the fifteen
           (15) year service requirement."
           
           IN WITNESS WHEREOF, the Company has caused this instrument to be
executed this 31st day of December, 1997.

                            NATIONAL VISION ASSOCIATES, LTD.



                            By:     /s/ Robert W. Stein 
                            Title:  Sr. Vice President, Human Resources 
<PAGE>
<PAGE>

                                       EXHIBIT A
                          TO NATIONAL VISION ASSOCIATES, LTD.
                         EXECUTIVE DEFERRED COMPENSATION PLAN


                                    James W. Krause
                                    James Barden
                                    Michael J. Boden
                                    Sandra M. Buffa
                                    Robert Edwards
                                    Mitchell Goodman
                                    Charles M. Johnson
                                    Angus C. Morrison
                                    Robert W. Stein
                                    Michael Thomas
                                    Patric L. Welch